Texas and Virginia 75-1743247
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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Title Of Amount Proposed Maximum Proposed Maximum Amount
Securities to be Offering Price Per Aggregate of Registration
To Be Registered Registered (2) Share (3) Offering Price (3) Fee
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Common stock, no par value 1,000,000 $22.96 per share $22,960,000 $5,740
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(1) This registration statement relates to the registration of additional securities under the Atmos Energy Corporation Employee Stock Ownership Plan and Trust. Under the original registration statement (File no. 33-57687) relating to the Employee Stock Ownership Plan and Trust, the registrant registered 1,000,000 shares of common stock. The filing fee associated with filing the original registration statement was $5,883.62.
(2) This registration statement covers, in addition to the number of shares of common stock, no par value, stated above, such additional shares as may be issued as a result of the antidilution provisions of the Employee Stock Ownership Plan and Trust.
(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) on the basis of the average of the high and low prices of the registrant's common stock as reported by the New York Stock Exchange on June 20, 2001.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registration statement (File no. 33-57687) on Form S-8 relating to the Atmos Energy Corporation Employee Stock Ownership Plan and Trust (formerly known as the Employee Stock Ownership Plan and Trust for Employees of Atmos Energy Corporation), filed by Atmos with the Securities and Exchange Commission on February 14, 1995, is incorporated by reference in and made a part of this registration statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Louis P. Gregory will opine for us as to the validity of the offered securities. Mr. Gregory is a Senior Vice President and the General Counsel of Atmos.
ITEM 8. EXHIBITS.
Exhibit Number Description ------- ----------- 5.1 Opinion of Louis P. Gregory 23.1 Consent of Independent Auditors 23.2 Consent of Louis P. Gregory (included in Exhibit 5.1) 24 Power of Attorney (included on Signature Page) _____________ |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on this 25th day of June, 2001.
By: /s/ ROBERT W. BEST
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Robert W. Best, Chairman,
President and Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert W. Best as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ ROBERT W. BEST Chairman, President and Chief June 25, 2001 -------------------------- Executive Officer Robert W. Best (Principal Executive Officer) /s/ JOHN P. REDDY Senior Vice President and June 25, 2001 -------------------------- Chief Financial Officer John P. Reddy (Principal Financial Officer) /s/ F. E. MEISENHEIMER Vice President and Controller June 25, 2001 -------------------------- (Principal Accounting Officer) F. E. Meisenheimer /s/ TRAVIS W. BAIN II Director June 25, 2001 -------------------------- Travis W. Bain II |
Director June __, 2001
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Dan Busbee
/s/ RICHARD W. CARDIN Director June 25, 2001
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Richard W. Cardin
/s/ THOMAS J. GARLAND Director June 25, 2001
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Thomas J. Garland
/s/ GENE C. KOONCE Director June 25, 2001
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Gene C. Koonce
/s/ VINCENT J. LEWIS Director June 25, 2001
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Vincent J. Lewis
/s/ THOMAS C. MEREDITH Director June 25, 2001
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Thomas C. Meredith
/s/ PHILLIP E. NICHOL Director June 25, 2001
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Phillip E. Nichol
/s/ CARL S. QUINN Director June 25, 2001
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Carl S. Quinn
/s/ CHARLES K. VAUGHAN Director June 25, 2001
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Charles K. Vaughan
/s/ RICHARD WARE II Director June 25, 2001
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Richard Ware II
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Pursuant to the requirements of the Securities Act of 1933, the ESOP Trust Committee has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on this 25th day of June, 2001.
By: /s/ LAURIE M. SHERWOOD
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Laurie M. Sherwood, Chairperson
By: /s/ TOM S. HAWKINS, Jr.
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Tom S. Hawkins, Jr., Member
By: /s/ RONALD W. McDOWELL
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Ronald W. McDowell, Member
By: /s/ WYNN D. McGREGOR
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Wynn D. McGregor, Member
By: /s/ GORDON J. ROY
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Gordon J. Roy, Member
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Exhibit Number Description ------- ----------- 5.1 Opinion of Louis P. Gregory 23.1 Consent of Independent Auditors 23.2 Consent of Louis P. Gregory (included in Exhibit 5.1) 24 Power of Attorney (included on Signature Page) _____________ |
Atmos Energy Corporation
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
Re: Registration Statement on Form S-8
Gentlemen:
I am Senior Vice President and General Counsel of Atmos Energy Corporation, a Texas and Virginia corporation (the "Company"), and have acted as counsel to the Company in connection with the preparation of a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended (the "Act"), of 1,000,000 shares of common stock, no par value, of the Company (the "Shares"), which have been reserved for issuance from time-to-time pursuant to the Atmos Energy Corporation Employee Stock Ownership Plan and Trust, as amended (the "Plan").
For the purpose of rendering this opinion, I have made such factual and legal examination as I deemed necessary under the circumstances, and in that connection I have examined, among other things, originals or copies of the following:
(1) the Restated Articles of Incorporation of the Company, as amended to date;
(2) the Bylaws of the Company, as amended to date;
(3) the Plan, as amended to date;
(4) such records of the corporate proceedings of the Company, and such other documents that we considered necessary or appropriate for the purpose of rendering this opinion; and
(5) such other certificates and assurances from public officials, officers and representatives of the Company that I considered necessary or appropriate for the purpose of rendering this opinion.
In connection with my examination, I have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies.
On the basis of the foregoing examination, and in reliance thereon, I am of the opinion that the Shares, when issued pursuant to and in accordance with the provisions of the Plan, will be legally issued, fully paid and non-assessable.
This opinion is limited to the present laws of the State of Texas, the Commonwealth of Virginia and the present federal laws of the United States and to the present judicial interpretations thereof and to the facts as they presently exist. I undertake no obligation to advise you as a result of developments occurring after the date hereof or as a result of facts or circumstances brought to my attention after the date hereof.
This opinion may be filed as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ LOUIS P. GREGORY Louis P. Gregory Senior Vice President and General Counsel |
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to Atmos Energy Corporation Employee Stock Ownership Plan and Trust for the registration of 1,000,000 shares of common stock, no par value, of our reports dated November 8, 2000 and November 14, 2000, with respect to the consolidated financial statements of Atmos Energy Corporation included in its Annual Report (Form 10-K) for the year ended September 30, 2000 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
June 22, 2001
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